POSTLY AGENCY PARTNERS PROGRAM TERMS AND CONDITIONS

This Agency Partners Program Agreement (the 'Agreement') is made and entered into by and between Postly, Inc., a Delaware corporation ('Postly'), and the Agency Partner ('Partner'). This Agreement sets forth the terms and conditions under which the Partner will participate in the Postly Agency Partners Program (the 'Program').

1. Purpose

The purpose of this Agreement is to establish a strategic partnership between Postly and the Partner, whereby the Partner recruits businesses, agencies, marketers, and influencers to Postly's platform. In return, Postly agrees to compensate the Partner based on the revenue generated from recruited clients.

2. Partner Obligations

• The Partner agrees to actively recruit high-value clients, including businesses, agencies, marketers, and influencers, to Postly.
• The Partner agrees to submit the names and contact details of recruited clients via email to [email protected].
• The Partner will act in good faith and maintain Postly's reputation while recruiting clients.
• The Partner must not engage in any malpractice, such as recycling clients by encouraging them to cancel subscriptions in order to re-enter them into the program. Once a client has been enrolled in the program, they will no longer be eligible for further commissions after the 12-month payment period expires.

3. Commission and Payment Terms

• The Partner will receive a 40% revenue share of the revenue generated from the recruited clients.
• Recruited clients must generate at least $100 per month to qualify for commissions. Clients that do not meet this threshold are not eligible for the program, and no commission will be paid for such clients.
• The payment duration for each recruited client is 12 months. As long as the client continues to have an active subscription, Postly will pay the Partner over a 12-month period (i.e., monthly revenue × 12 for the first 12 months). After the 12-month period, no further revenue will be shared for that client, even if the client remains active.
• Payments will be made monthly, on the 15th of each month, for the previous month's revenue share. For example, the revenue share for January will be paid on February 15th.
• Payments will be processed via bank transfer. Partners must provide their banking details (see Section 11).
• Partners will receive an email summary of their earnings and payment details.

4. Client Submission and Payment Reconciliation

• Partners must submit details of new clients via email to [email protected]. This email should include the client's name, contact information, and type of business.
• Postly will send a quarterly reconciliation report summarizing the Partner's earnings for the previous quarter.
• Any discrepancies in payments must be raised within 30 days of the payment date.

5. Partner Eligibility

• Partners must be a legally registered entity or individual who is at least 18 years of age and capable of entering into legally binding agreements.
• Partners must comply with all applicable laws and regulations related to marketing, advertising, and data privacy.

6. Term and Termination

• This Agreement will begin on the date it is executed by the Partner and will remain in effect for a period of one year. It will automatically renew for successive one-year terms unless either party provides 30 days' written notice of termination before the end of the current term.
• Either party may terminate this Agreement with 30 days' written notice if there is a breach of any material term.

7. Indemnification

The Partner agrees to indemnify, defend, and hold harmless Postly, its officers, directors, employees, and agents from and against any claims, damages, or liabilities arising from the Partner's breach of this Agreement.

8. Confidentiality

Both parties agree to keep confidential all proprietary information and client data shared during the term of this Agreement.

9. Limitation of Liability

Postly's liability under this Agreement shall be limited to the total amount of commission paid to the Partner in the six months preceding the event that caused the liability. Postly shall not be liable for any indirect, incidental, or consequential damages arising out of this Agreement.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of law provisions.

11. Bank Details

Partners must provide their bank details below to facilitate payments:

• Bank Name: ___________________________
• Account Name: ________________________
• Account Number: ______________________
• Routing Number: ______________________
• SWIFT Code (if applicable): _____________

12. Entire Agreement

This Agreement constitutes the entire understanding between the parties regarding the Program and supersedes all prior agreements, whether written or oral.